SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended March 31, 1998 Commission File No. 33-30476-D
RENEGADE VENTURE (NEV.) CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 84-1108499
(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
90 Madison Street, Suite 707
Denver, Colorado 80206
(Address of Principal Executive Offices) (Zip Code)
(303) 355-3000
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days.
Yes No X
The number of shares outstanding of each of the Registrant's classes
of common equity, as of March 31, 1998 are as follows:
Class of Securities Shares Outstanding
Common Stock, $.001 par value 320,000
INDEX
Page of
Report
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of March 31, 1998 (Unaudited) and December 31, 1997........... 3
Statement of Operations (Unaudited):
For the three months ended March 31, 1998 and 1997
and Cumulative from inception (February 13, 1989) through
March 31,1998..................................................... 4
Statements of Cash Flows (Unaudited):
For the three months ended March 31, 1998 and 1997
and Cumulative from inception (February 13, 1989) through
March 31, 1998.................................................... 5
Notes to Financial Statements (Unaudited)......................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation...... 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 7
Signatures........................................................ 8
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Balance Sheets
(Unaudited)
March 31, Dec. 31,
1998 1997
--------- --------
ASSETS
Current Assets
Cash 16,778 17,628
--------- ---------
Total Current Assets 16,778 17,628
TOTAL ASSETS 16,778 17,628
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable (note 2) 40,184 37,804
--------- ---------
TOTAL LIABILITIES 40,184 37,804
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock (note 3), $.001 par value,
5,000,000 shares authorized, no shares
issued or outstanding - -
Common stock, $.001 par value; 50,000,000
shares authorized, 320,000 shares issued
and outstanding 320 320
Additional paid-in capital 62,805 62,805
Deficit accumulated during the
development stage (86,531) (83,301)
Total Stockholders' Equity (23,406) (20,176)
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 16,778 17,628
--------- ---------
See accompanying notes to financial statements.
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
Cumulative from
inception
(Feb. 13, 1989)
For The Three Months Ended, through
March 31, March 31, March 31,
1998 1997 1998
---- ---- ----
Revenues 0 0 0
--------- --------- ---------
Costs and Expenses:
Legal and accounting services 2,730 1,900 63,928
Stock transfer and promotion 0 180 23,752
Office and postage 500 1,073 5,145
Amortization 0 0 1,760
--------- --------- ---------
Total Expenses 3,230 3,153 94,585
--------- --------- ---------
Loss from operations (3,230) (3,153) (94,585)
Other Income
Interest income 0 0 8,054
--------- --------- --------
Net Loss Incurred during
Development Stage (3,230) (3,153) (86,531)
--------- --------- --------
Net Loss per common share ($0.01) ($0.01) ($0.29)
--------- --------- --------
Weighted average shares outstanding 320,000 320,000 320,000
--------- --------- --------
Dividends declared per common
share - - -
--------- --------- ---------
See accompanying notes to financial statements.
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative from
For the Three months ended, inception (Feb. 13,
March 31, 1989) through
1998 1997 March 31, 1998
---- ---- --------------
Cash flow operating activities
Net loss (3,230) (3,153) (86,531)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization 0 0 1,760
Increase (decrease) in
accounts payable 2,380 1,900 40,184
-------- -------- --------
Net cash provided by (used In)
operating activities (850) (1,253) (44,587)
-------- -------- --------
Cash flow from investing
activities
Organization costs incurred 0 0 (1,760)
-------- -------- --------
Cash flows from financing
activities
Net proceeds from issuance of
common stock 0 0 63,125
-------- -------- --------
Net increase (decrease) in
cash (850) (1,253) 16,778
-------- -------- --------
Cash and cash equivalents
at beg. period 17,628 27,528 0
-------- -------- --------
Cash and cash equivalents
at end of period 16,778 26,275 16,778
-------- -------- --------
See accompanying notes to financial statements.
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
Notes To Financial Statements
March 31, 1998
1. Summary of Significant Accounting Policies
Renegade Venture Corporation (the "Company") was incorporated on
February 13, 1989. The Company was formed as a Blank Check Company
to obtain funding from a public offering in order to provide a vehicle
to acquire or engage in business opportunities that management
believes have potential for profitability. Through March 31,
1998 the Company had been seeking a viable prospective
opportunity and had not engaged in any other activities.
During 1997, the Company was redomiciled as a Nevada corporation
through a merger with a newly formed Nevada corporation,
Renegade Venture (Nev.) Corporation, a wholly- owned subsidiary
of Renegade Venture Corporation.
The financial statements of the Company have been prepared on
the accrual basis. Following is a summary of significant
accounting policies.
Development stage - The Company is in the development stage, as
defined in the Statement of Financial Accounting Standards
No. 7, as revenues have not yet been generated from planned
operations.
The Company intends to continue its efforts to find a suitable
merger candidate in accordance with its original operating plan.
Cash and cash equivalents - Cash held by trustee, certificates
of deposit and checking accounts are considered cash and cash
equivalents for purposes of the statement of cash flows.
Organization costs - Certain costs incurred to set up the
Company were capitalized and amortized over five years. These
costs are fully amortized.
Income taxes - The Company accounts for income taxes under
Statement of Financial Accounting Standards No. 109 ("FASB No.
109"). Temporary differences are differences between the tax
basis of assets and liabilities and their reported amounts in
the financial statements that will result in taxable or
deductible amounts in future years. The Company's temporary
difference consists of net operating loss carryforwards.
2. Common Stock Transactions
During 1989, the Company completed a public offering. The
Company sold 5,000,000 units consisting of 2 shares of $.0001
par value common stock and one Class A common stock purchase
warrant at $.02 per unit. The Class A warrants entitled the
holder to purchase one share of common stock at $.02 per share,
and receive one Class B warrant which entitled the holder to
purchase one share of common stock at $.04 per share. In
addition, the underwriter was issued warrants which entitled
them to purchase 500,000 of the public offering units discussed
above with an exercise price of $.024 per unit for a flat fee of
$50. A total of $100,050 was raised in this initial public
offering, less $37,425 in offering costs.
Prior to the initial public offering, 22,000,000 common shares
were issued to the founder and other insiders for their efforts
in setting up the Company.
During 1989, an additional 7,500,000 Class A warrants were
issued to non-affiliated individuals for $500.
All warrants discussed above, including the Class A and B and
Underwriter warrants, have since expired unexercised.
No additional shares have been issued since this initial public
offering described above.
On April 9, 1994, the majority shareholder and founder of the
Company sold 90% of his interest to an unaffiliated group.
At that time, the former officers and directors resigned and
control of the company shifted to the new majority shareholders.
Effective August 9, 1996 the Company's articles of incorporation
were amended, making several changes affecting common stock. A
reverse-stock split was approved, whereby 100 shares of the
original common stock were replaced with one share of common
stock. This action reduced the number of outstanding common
shares from 3,200,000 to 320,000. The par value of the common
stock was changed from $.0001 to no par value. What has been
reported as "Additional paid-in capital" which totalled $59,925
has been reclassified as common stock on the accompanying
balance sheet.
2. Common Stock Transactions (cont.)
The number of authorized common shares was increased from
32,000,000 to 50,000,000. Finally, the number of authorized
preferred shares was changed to 5,000,000 and the original par
value of $.10 was changed to no par value. No preferred shares
have ever been issued by the Company.
As part of the 1997 redomiciliation to Nevada (see below),
statutory par value of $.001 for both common and preferred stock
was established.
During 1996, the Company's shareholders approved the 1994
Compensatory Stock Option Plan. The plan provides for options
to purchase up to 2,000,000 shares of common stock, after the
reverse-stock split discussed above. The options give the right
to purchase common stock at "fair market value" as determined by
the Board of Directors at the date of issuance for a period of
up to five years.
During 1996, the Company's shareholders also approved the 1994
Employee Stock Compensation Plan. This plan allows for up to
1,000,000 shares of common stock, after the reverse- stock split
discussed above, to be issued to key employees, officers,
directors and certain other persons affiliated with the Company
as compensation.
As part of the 1997 redomiciliation to Nevada (see below), the
1994 plans described above were adopted and renamed the 1997
Compensatory Stock Option Plan and the 1997 Employee Stock
Compensation Plan.
As of March 31, 1998, no stock options under the 1997
Compensatory Stock Option plan, nor have any common shares of
stock under the Employee Stock Compensatory Plan been issued.
During 1997, the company redomiciled to the state of Nevada by
merging with a newly formed Nevada corporation, Renegade Venture
(Nev.) Corporation. Each share of Renegade Venture Corporation
was converted into one fully paid, non-assessable share of the
new corporation.
3. Income Taxes
Effective January 1, 1993, the Company adopted FASB No. 109,
"Accounting For Income Taxes". Under the provisions of FASB No.
109, the Company elected not to restate prior years and
determined that the cumulative effect of this accounting change
was immaterial. Additionally, adopting this change did not have
a material effect on the operating results for the year ended
December 31, 1993.
The difference between the tax basis of assets and liabilities
gives rise to a net deferred tax asset of approximately $16,000
consisting of the tax effects of net operating loss
carryforwards. As of March 31, 1998, a valuation allowance
equal to the net deferred tax asset recognized has been
recorded, as it was determined that the deferred tax asset may
never be realized.
At March 31, 1998, the Company has a net operating loss
carryforward of approximately $86,531 which expires between the
years ended December 31, 2005 and 2013.
Item 2. Management's Discussion and Analysis or Plan of Operation.
BACKGROUND. Renegade Venture Corporation was incorporated in the
state of Colorado on February 13, 1989. On September 22, 1997, it was
redomiciled to the state of Nevada by merging into its wholly owned
subsidiary Renegade Venture (Nev.) Corporation ("Company"), a Nevada
corporation, which now is the name of the Company. The merger effected a
1:1 stock exchange, where the 320,000 outstanding shares of common stock,
no par value, of Renegade Venture Corporation were exchanged for 320,000
shares of common stock, $.001 par value, of the Company.
The Company is in the development stage in accordance with Financial
Accounting Standards Board Standard No. 7. The Company has not been
operational, other than occasionally searching for a business or venture to
acquire, as described below, or had revenues other than interest income since
its inception.
On May 4, 1990, the Company completed a small public offering of its
securities made pursuant to a registration statement of Form S-18, selling
5,000,000 of 7,500,000 units offered, at the price of $.02 per unit. In this
offering the Company realized net proceeds of $61,476 on gross proceeds of
$100,000 raised in the offering. Each unit sold consisted of TWO shares of
common stock of the Company, $.0001 par value, and ONE Class A Common
Stock Purchase Warrant, exercisable until December 7, 1991, at a price of $.02
to purchase one share of common stock and one Class B Common Stock
Purchase Warrant. All of the Class A and Class B warrants expired without
having been exercised.
FORWARD LOOKING STATEMENTS. This report contains certain
forward-looking statements and information relating to the Company that are
based on the beliefs of its management as well as assumptions made by and
information currently available to its management. When used in this report,
the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and
similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of the company with respect to future events and
are subject to certain risks, uncertainties and assumptions. Should any of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this report as antipated, estimated or expected. The Company's realization
of its business aims will depend in the near future principally on the
successful acquisition of operations or origination of a business as
discussed below.
BUSINESS OF THE COMPANY. The Company's business is to either
acquire a small to medium-size business (or its assets) actively engaged in a
business generating revenues or having immediate prospects of generating
revenues, or to originate a business. Due to its current lack of cash, the
Company intends to acquire a business by issuing shares of the Company's
stock in a merger or stock exchange. Originating a business, on the other hand,
would require sufficient cash to launch the business, and the origination of a
business may involve starting a business from scratch or may take another
form such as a joint venture, partnership or other association with other
individuals or companies. In order to avoid becoming subject to regulation
under the Investment Company Act of 1940, as amended, the Company does
not intend to enter into any transaction involving the purchase of another
corporation's stock unless the Company can acquire at least a majority
interest in that corporation.
The Company has not identified any industry, segment within an industry
or type of business, nor geographic area, in which it will concentrate its
efforts, and any assets or interest acquired or business originated may be in
any industry or location, anywhere in the world. In regard to acquisitions,
the Company will give preference to profitable companies or ventures with a
significant asset base sufficient to support a listing on a national
securities exchange or quotation on the NASDAQ Small Cap Market. There is no
assurance that the Company will be successful in acquiring or originating any
business. The Company has no operations or source of revenues and has no
assets other than a nominal amount of cash.
RESULTS OF OPERATIONS. During the fiscal quarter ended March 31,
1998 (the first quarter of the year), the Company incurred a net loss of
$3,230 as compared to a net loss of $3,153 for the quarter ended March 31,
1997. Expenses for the first quarter related primarily to accounting fees,
legal fees and other costs incurred in regard to the Company's SEC filings.
LIQUIDITY AND CAPITAL RESOURCES. The Company had $16,778 cash on hand
at the end of the first quarter. The Company has, since inception,
accumulated a deficit (net loss) of $86,531. The Company had no other liquid
assets, nor any current plans to raise capital. Whether the Company ultimately
becomes a going concern depends upon its success in finding and acquiring a
suitable private business and the success of that acquired business. At this
time, the Company has no commitment for any capital expenditure and
foresees none. Offices are provided without charge to the Company.
However, the Company will incur routine fees and expenses incident to filing
of periodic reports with the Securities and Exchange Commission, and it will
incur fees and expenses in the event it makes or attempts to make an
acquisition. As a practical matter, the Company expects no significant
operating costs other than professional fees payable to attorneys and
accountants.
In regard to a proposed acquisition, the Company anticipates requiring the
target company to deposit with the Company a retainer which the Company
can use to defray such professional fees and costs. In this way, the Company
could avoid the need to raise funds for such expenses or becoming indebted to
such professionals. Moreover, investigation of business ventures for potential
acquisition will involve some costs, at the least postage and long-distance
telephone charges. Management hopes, once a candidate business venture is
deemed to be appealing, to likewise secure a deposit from the business venture
to defray expenses of further investigation, such as air travel and lodging
expenses. An otherwise desirable business venture may, however, decline
to post such a deposit.
The Company has no credit available to it and is unable to borrow money.
Management does not anticipate raising funds through the sale of securities or
otherwise, and it is unlikely that significant funds could be raised in a
securities offering, in any event. This inability to raise funds could
negatively affect the Company's realization of its business purpose.
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBITS. Exhibit 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K. None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATED: April 24, 1998
RENEGADE VENTURE (NEV.) CORPORATION
/s/ Randy J. Sasaki
By.............................................
Randy J. Sasaki, Chief Executive Officer
and Chief Financial Officer
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<LEGEND> This schecdule contains summary financial information
extracted from form 10-QSB for this period ended March 31,
1998 and is qualified in its entirety by reference to
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